Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Alon USA Energy, Inc. | d75601sv1.htm |
| EX-4.3 - EX-4.3 - Alon USA Energy, Inc. | d75601exv4w3.htm |
| EX-4.5 - EX-4.5 - Alon USA Energy, Inc. | d75601exv4w5.htm |
| EX-99.2 - EX-99.2 - Alon USA Energy, Inc. | d75601exv99w2.htm |
| EX-99.6 - EX-99.6 - Alon USA Energy, Inc. | d75601exv99w6.htm |
| EX-21.1 - EX-21.1 - Alon USA Energy, Inc. | d75601exv21w1.htm |
| EX-99.5 - EX-99.5 - Alon USA Energy, Inc. | d75601exv99w5.htm |
| EX-99.4 - EX-99.4 - Alon USA Energy, Inc. | d75601exv99w4.htm |
| EX-99.7 - EX-99.7 - Alon USA Energy, Inc. | d75601exv99w7.htm |
| EX-99.3 - EX-99.3 - Alon USA Energy, Inc. | d75601exv99w3.htm |
| EX-24.1 - EX-24.1 - Alon USA Energy, Inc. | d75601exv24w1.htm |
| EX-12.1 - EX-12.1 - Alon USA Energy, Inc. | d75601exv12w1.htm |
| EX-23.1 - EX-23.1 - Alon USA Energy, Inc. | d75601exv23w1.htm |
| EX-99.1 - EX-99.1 - Alon USA Energy, Inc. | d75601exv99w1.htm |
Exhibit 4.4
| ALON USA ENERGY, INC. RIGHTS CERTIFICATE Investor ID Number THIS RIGHTS CERTIFICATE,I NCLUDING |
| THE ACCOMPANYINGI NSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS RIGHTS CERTIFICATE IS COMPLETED. Alo n USA Energy, Inc. is conducting a rights of erin g( the “Rights Of erin g”)w hich entitles the holders of shares of the Company’s common stock, par value $0.01p ers hare( the “Common Stock”), as of the close of business on , 2010 (th e “Record Date “) to receiv e one subscription right (each, a “Right”) fo r every 13.55 shares of Common Stock held of record on the Record Date, subject to adjustment to eliminate fractio nal Rights. Holders of Rights are entitled to subscrib e to purchase ones hare of the Company’s 8.75% Series A Convertible Preferred Stock, par value $0.01 pers hare (th e “Series A Preferred Stock”), fo r every oneR ight (the “Basic Subscriptio n Right”) theyh old at a subscrip t i onp ric eo f $10.00 per share of Series A Preferred Stock (the “Subscription Price”). If a holder of Rights exercises all the Rights held pursuant to th e Basic Subscription Right, such holder shall be enti lt ed to subscrib e to purchase, at the same price per share, any shares of Series A Preferred Stock that are not purchased by other holders of Rights under th eir Basic Subscription Rig hts as oft he expiration timeo f the RightsO ffering (th e “Over-Subscription Right” ). If an insufficient number of shares of Series A Preferred Sto cka re available to fully satisfy Over-Subscription Rg i hts requests, the availa ble shares of Series A Preferred Stock will be distr ibuted proportionally among Rights holders who exercise their Over-Subscription Right. Each share of Series A Preferred Stock shall in itia l y be convertible into 1.344s hares of Common Stock. For a more complete descrip tion of the terms and condit ions of the Rig hts Offering, please refer to the Company’s prospectus enclosed herewit h (the “Prospectus”), which is incorporated herein by reference. Copies of the Prospectus are available uponr equest fromB NYM ellon Shareowner Services by calling toll free at[ (XXX) XXX-XXXX]. I hereby irrevocably subscribe fo r th e number of shares of Series A Preferred Stock indicated on th e form upon the terms and conditions specif ied in the Prospectu s rela it ng th ereto. Receipt of th e Prospectus is herebya cknowle dged. PLEASE CERTIFYY OUR TAXPAYER IDENTIFICATIONN UMBER (“TIN”) BY COMPLETING THE INFORMATION IN BOX F ON THE REVERSE SIDE. PLEASE CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER (TIN ) BY COMPLETING THE IN FORMATION IN BOX NUMBER FON THER EVERSE SIDE. SEE INSTRUCTIONS ON THE REVERSE SIDE B SHARES OF SERIESA PREFERRED STOCK TO SUBSCRIB E TO PURCHASE PURSUANT TO WHOLE SHARES OF SERIES A BASIC SUBSCRIPTION RIGHTS PREFERRED STOCK A Signature: Thisf orm must bes igned by ther egistered holder(s) exactly as th eir name(s) appears on the certificate(s) C SHARES OF SERIESA PREFERRED or by person(s) auth oriz edt o sign onb ehalf of the registered holder(s) byd ocumentst ransmitted herewith. STOCK TO SUBSCRIB E TO PURCHASE PURSUANT TO WHOLE SHARES OF SERIES A X OVER-SUBSCRIPTIO N RIG HTS PREFERRED STOCK Signatureo f Sto ckholder Date Daytime Telephone # D RIGHTSO FFEREDT O BE TRANSFERRED X WHOLE NUMBER OF RIGHTS Signatureof Sto ckholder Date Daytime Telephone # E SUBSCRIPTION CERTIFICATE NUMBER CUSIP NUMBER MAXIMUM NUMBER OF RIGHTS TO MAXIMUM NUMBER OF SHARES SHARES OF COMMON STOCK HELD ON RECORD DATE EXERCISE OR TRANSFER PURSUANT TO BASIC SUBSCRIPTION RIGHTS OF SERIES A PREFERRED STOCK TO SUBSCRIBE TO PURCHASE PURSUANT TO BASIC SUBSCRIPTION RIGHTS ALON USA ENERGY, INC. SUBSCRIPTION FOR RIGHTS OFFERING RECORD DATE , 2010 SECTION .I EXERCISE RIGHTS TO PURCHASE SHARES A. Number of shares of Series A Preferred Stock to subscribe o t p urchase pursuant o t t h e Basic Subscription Right (not o t exceed one share of Series A Preferred Stock o f r each Right held): shares of Series A Preferred Stock. B. Number of shares of Serie s A Preferred Stock t o subscribe o t purchase pursuant o t h t e Over-Subscriptio n Right (no il mit, except your Basic Subscription Rig ht must be fully exercised): shares of Series A Preferred Stock. C. Tota l Subscrip tio n Pric e (sum lin es A and B multiplied by $10.00): $ . D. Method of Payment, check (1) or (2): (1) Certifi ed or Cashier’s check or money order payable to The Bank of New York Mellon sent to the address li sted below; or (2) Wir e transfero ff unds to th e accountm aintained by The Bank of New York Mellon for the purposes of the rights offe ring at: [insert wir e transfer information]. SECTIONI I. TRANSFERR G I HTST O PURCHASES HARES A. Check this box and complete the informatio n in Box Gf i you have not exercised allo fy our rights in accordance with Section I above AND you would like the rights note xercised by you to be registered in the name of someone other than yourself (yourselves). B. Check this box if you would li ke the rig hts agent to seek to sell any remaining rights that you have not exercised in accordance with the above. HOW TO CONTACT BNY MELLONS HAREOWNER SERVICES By Telephone — 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays: From within the U.S., Canada or Puerto Rico: 1-800-777-3674 (Toll Free) From outside the U.S.: 1-201-680-6579 (Collect) SUBSCRIPTION TO PURCHASE SHARES OF SERIES A PREFERRED STOCK OF ALON USA ENERGY, INC. RETURN TO: THE BANK OF NEW YORK MELLON, C/O BNY MELLON SHAREOWNER SERVICES WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS By Mail: By Overnight Courier or By Hand: BNY Mellon Shareowner Services BNY Mellon Shareowner Services Attn: Corporate Action Dept. Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 480 Washington Boulevard South Hackensack, NJ 07606 Jersey City, NJ 07310 THIS RIGHTS OFFERING EXPIRES AT 6:00 P.M., NEW YORK CITY TIME, ON , 2010, UNLESS THE TIME PERIOD FOR EXERCISING THE RIGHTS IS EXTENDED BY THE COMPANY, AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER. |
| SUBSTITUTE FORM W-9 — Department of the Treasury, F Internal Revenue Service GRights Transfer Payer’s Request for Taxpayer Identification Number (TIN) Pursuant to Box E“ S ection II. Transfer Rights to Purchase Shares, Part A,” for value received, I (we) transfer of my (our) rights to the transferee(s) FIL LI N t h es pace below. d i entified below and instruct you to register such rights in the name of such transferee(s): Part 1 — PLEASE PROVIDE YOUR TAXPAYER I D ENTIFIC ATIO N NUMBER (“TIN”) IN THE BOX AT THE RIGHT ANDC ERTIFYB Y SIGNINGA ND DATIN GB ELOW Under penalties of perjury. I certify Transferee(s) Name (Please Print First, Middle & Last Name) h t at: 1. The number shown on this form is EXEMPT PAYEE Address (Number and Street) my correct taxpayer identification number (or I am waiting for a number to be issued to me), and Please check appropriateb ox: Individ ual/ Sole proprietor (City, State & Zip Code) 2. I am not subject to backup withholding because: (a) I am Corporati on Partnership exempt from backup withholding, or (b) I have not been (Signature(s) of Transferor) Lim it ed li abil ityc ompany notified by the Internal Revenue Service (IRS) that I am subject to HSpecial Mailing Instructions backup withholding as a result of a Enter the ta x cla ssificati on D=dis regarded entit y failure to report all interest or Fill in ONLY if mailing to the undersigned at an address other than that shown on the front dividends, or (c) the IRS has of this card. notified me that I am no longer C=corporatio n P=partnership Mail certificate(s) and check(s) to: subject to backup withholding, and Other 3. I am a U.S. citizen or other U.S. person (including a U.S. Name (Please Print First, Middle & Last Name) resident alien). Address (Number and Street) Signature Date (City, State & Zip Code) COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW. A Sig n and date Box A and include your day time phone number. B Place an X n i the box and fill in the number of whole shares of Series A Preferred Stock you wish to subscribe to purchase pursuant to your Basic Subscriptio n Right (not to exceed one share of Serie s A Preferred Stock for each Right you hold). C Pla ce an X in the box and fill in the number of whole shares of Series A Preferred Stock you wish to subscribe to purchase pursuant to your Over-Subscrip tion Right (no limit, except your Basic Subscriptio n Right must be fully exercised). D Pla ce an X in the box and fill in the number of rights you did not exercise in Box B and which you would like to transfer. E A. Complete “Section I, Exercise Rights to Purchase Shares” to determine your Basic Subscription Right, your Over-Subscriptio n Rig ht and the total payment due. B. Complete “Section II, Transfer Rights to Purchase Shares” to instruct the subscription agent to transfer any of your Basic Subscrip tion Rights. F A. If you are a U.S. Taxpayer, COMPLETE AND SIGN IN BOX FTO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY. Please note that failu re to provide your Taxpayer ID or Social Security Number may subject you to a $50 penalty, and BNY Mel on Shareowner Services may wit hhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. See the “Guidelines for Certification of Taxpayer Identification Number on Substit ute Form W-9” attached as Exhib t i A to the Instructions enclosed herewith. B. If you are a non — U.S. Taxpayer, COMPLETE AND RETURN FORM W-8BEN. G If you completed Box E “Section II. Transfer Rights to Purchase Shares, Part A,” complete the transferee information. Your signature(s), as transferor(s), must be included. H Fill in Box H f i you would like your shares of Series A Preferred Stock and any refund check to be mailed to you at an address other than that shown on the front of this card. THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY TO BNY MELLON SHAREOWNER SERVICES AND THE COMPANY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTIONS. THIS RIGHTS OFFERING EXPIRES AT 6:00 P.M., NEW YORK CITY TIME, ON , 2010, UNLESS THE TIME PERIOD FOR EXERCISING THE RIGHTS IS EXTENDED BY THE COMPANY, AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER. |